Exhibit 10.21



                             DATED 13 October 2003



                        GE COMMERCIAL DISTRIBUTION    (1)
                        FINANCE EUROPE LIMITED

                        WESTCON GROUP EUROPEAN        (2)
                        OPERATIONS LIMITED


                        ---------------------------------

                        DEED OF CHARGE

                        ---------------------------------



Hammond Suddards Edge
7  Devonshire Square Cutlers Gardens London EC2M 4YH DX 136545 Bishopsgate 2
Telephone +44(0)20 7665 1000 Fax +44(0)20 7655 1001 www.harmmondsuddardsedge.com

Reference GAM/DEU.5-32


<PAGE>


                                   CONTENTS

1    COVENANT TO PAY............................................  1

2    CHARGING PROVISIONS........................................  1

3    COMPANY'S OBLIGATIONS......................................  1

4    ACCOUNTS...................................................  3

5    FURTHER ASSURANCE AND POWER OF ATTORNEY....................  4

6    ACTS OF DEFAULT............................................  4

7    RECOVERY OF INTERCOMPANY RECEIVABLES.......................  6

8    APPOINTMENT OF ADMINISTRATOR...............................  6

9    APPOINTMENT OP RECEIVER AND HIS POWERS.....................  6

10   APPLICATION OF MONIES......................................  9

11   EXONERATION OF THIRD PARTIES............................... 10

12   ADDITIONAL POWERS OF SECURITY HOLDER....................... 10

13   ADDITIONAL OBLIGATIONS OF THE COMPANY...................... 10

14   CONTINUING AND ADDITIONAL SECURITY......................... 11

15   DISCHARGE.................................................. 12

16   NOTICE..................................................... 12

17   JURISDICTION............................................... 12

18   CERTIFICATE OF AUTHORISATION............................... 12

19   ANNEX OF DEFINITIONS AND INTERPRETATION.................... 12

SCHEDULE 1 THE COMPANY.......................................... 17

SCHEDULE 2 THE FINANCING AGREEMENTS............................. 18

SCHEDULE 3 ENCUMBRANCES TO WHICH THIS SECURITY IS SUBJECT....... 19

SCHEDULE 4 ACCOUNT TO WHICH PAYMENTS ARE TO BE CREDITED......... 20

SCHEDULE 5...................................................... 21

SCHEDULE 6 COMSTOR LIMITED...................................... 25


                                       i
<PAGE>


THIS DEED OF CHARGE is made the 13 day of October 2003 by WESTCON GROUP
EUROPEAN OPERATIONS LIMITED ("Company") registered in England and Wales with
number 04411285 in favour of GE COMMERCIAL DISTRIBUTION FINANCE EUROPE LIMITED
(the "Security Holder") of the other part.

1    COVENANT TO PAY

     The Company agrees with the Security Holder to pay the Security Holder the
     Secured Monies which shall be due, owing and payable to the Security
     Holder in accordance with the terms of the transaction, security,
     instrument or other obligation giving rise to the Company's Indebtedness
     to the Security Holder.

2    CHARGING PROVISION$

2.1  The Company, with full title guarantee, now gives the following charges in
     favour of the Security Holder as security for the payment of the Secured
     Monies:

     (a)  a fixed charge on all Intercompany Receivables now or at any time
          due, owing or incurred to the Company (whether originally owing to
          the Company or purchased or otherwise acquired by it);

     (b)  a fixed charge on all moneys standing to the credit of the
          Intercompany Receivables Account;

     (c)  a fixed charge on all moneys payable to the Company under or pursuant
          to any insurance policies relating to Cisco Products; and

     (d)  a floating charge on the undertaking, property rights and assets of
          the Company whatsoever and wheresoever, both present and future other
          than the property and assets subject to the above fixed charges

2.2  The provisions of paragraph 14 of Schedule B1 of the Insolvency Act 1986
     shall apply to the floating charge in clause 2.1(d) which shall be
     enforceable at any time on or after the Enforcement Date.

2.3  Upon the Enforcement Date, the floating charge created by this deed shall
     immediately and without further formality become fixed charges. However,
     the Security Holder may also at any time give written notice to the
     Company to convert the floating charge into fixed charges if its security
     is in jeopardy. Upon such notice being given the floating charge shall
     immediately become fixed charges over the property and assets mentioned in
     the notice.

2.4  This deed shall take effect subject to the provisions of the prior
     securities (if any) detailed in Schedule 3.

3    COMPANY'S OBLIGATIONS

3.1  The Company agrees with the Security Holder that, at all times during the
     continuance of this security, it:

     (a)  will not without the previous written consent of the Security Holder,
          create, grant or allow any mortgage, charge or lien to exist, which
          ranks in priority to or pari passu with the charges created by this
          deed except:


                                       1
<PAGE>


          (i)  a lien arising by operation of law in the ordinary course of the
               Company's business;

          (ii) the mortgages, charges and liens (if any) described in Schedule
               3 to this deed;

     (b)  will only deal with the Intercompany Receivables by way of getting in
          and realising the same and paying them into the Intercompany
          Receivables Account

     (c)  will, upon the direction of the Security Holder, open such bank
          accounts with such mandates as the Security Holder may specify in
          respect of the Intercompany Receivables;

     (d)  will authorise the bank at which the Intercompany Receivables Account
          is held to from time to time, upon request, provide full statements
          and particulars of such account with the bank concerned and such
          other financial statements and information respecting the assets and
          liabilities of the Company that are from time to time available to
          the bank to the Security Holder; and

     (e)  will not dispose of any of its Fixed Charge Assets without the prior
          written consent of the Security Holder.

3.2  The Security Holder agrees that notwithstanding clause 3.1(a) above it
     will not withhold its consent to the creation of a floating charge in
     substantially the form set out in 2.1(d) above (and subject to terms
     substantially similar to those set out in this deed) in favour of another
     bank or financier which finances the supply of inventory to the Company
     (not being Cisco Products) for the purpose of the Company's business
     ("Inventory Financier") on conditional sale terms, provided the Inventory
     Financier enters into a deed of priority or similar instrument (in a form
     acceptable to the Security Holder) regulating the priority and ranking of
     charges (and realisations pursuant to the enforcement of charges to the
     extent permitted by law).

3.3  With regard to the collection and getting in of the Intercompany
     Receivables the Company shall:

     (a)  immediately on receipt of all monies that it shall receive in respect
          of Intercompany Receivables pay them and all negotiable instruments
          or securities representing the same into the Intercompany Receivables
          Account and not bank any such payment for the Company's own account.

     (b)  pending payment of monies In respect of Intercompany Receivables into
          the Intercompany Receivable Account, hold all such monies, negotiable
          instruments or securities in respect of the same on trust for the
          Security Holder;

     (c)  upon receipt of written notice from the Security Holder at any time,
          at the Company's expense, assist the Security Holder in collecting
          and getting in any of the Intercompany Receivables (and the Company
          agrees that for this purpose the Security Holder may bring, defend
          and conduct legal proceedings in the name of the Security Holder or
          of the Company under


                                       2
<PAGE>


          the full control of the Security Holder, and may settle, compromise
          or adjust any claim upon such terms as the Security Holder sees fit);

     (d)  execute a legal assignment of any or all of such Intercompany
          Receivables in favour of the Security Holder as and when called upon
          to do so in writing by the Security Holder (any such legal assignment
          to be subject to perfection by the giving of any requisite notices by
          or on behalf of the Security Holder to the debtors of the Company by
          whom such debts shall be owed);

3.4  The Company shall have no right to withdraw any sums from the Intercompany
     Receivables Account. All dealings with the such accounts shall be at the
     sole direction and discretion of the Security Holder.

3.5  The Company also agrees that it may not without the prior consent of the
     Security Holder compromise, compound, vary, discharge, postpone or release
     any such sums or waive its right of action in connection with them or do
     or omit to do anything which may delay or prejudice the full recovery of
     the Intercompany Receivables.

4    ACCOUNTS

4.1  Maintenance of accounts

     (a)  The Company shall, until the Security Holder shall otherwise consent
          in writing:

          (i)  at all times maintain and at no time close the Intercompany
               Receivables Account;

          (ii) deliver a copy of the mandate for each such account to the
               Security Holder.

4.2  Withdrawals from Current Account

     Any monies paid out of the Current Account without breaching the terms of
     this deed or any other document entered into between the Company and the
     Security Holder and not paid into another account or otherwise forming
     part of the Cash at Bank shall be released from the floating charge
     effected by Clause 2.1(d) upon such payment out.

4.3  Notices

     (a)  Immediately following its execution of this Deed, the Company shall:

          (i)  execute a notice of the charge of the intercompany Receivables
               Account in the form set out in part 1 of Schedule 5 and deliver
               such a notice to the Security Account Bank or other bank agreed
               to by the Security Holder; and

          (ii) (where the Security Account Bank or any other such is not the
               Security Holder) procure that the Security Account Bank and, as
               necessary such other bank acknowledges such notice to the


                                       3
<PAGE>


               Security Holder substantially in the form set out in part 2 of
               Schedule 5.

     (b)  As soon as reasonably practicable after receipt by it of an
          acknowledgement required by Clause 4(a)(ii) above, the Security
          Holder will deliver to the Security Account Bank and each such other
          bank a notice substantially in the form set out in part 3 of Schedule
          5.

4.4  Application of Intercompany Receivables, and Current Accounts

     Whilst this security is enforceable the Security Holder may direct that
     all or any sums standing to the credit of the Intercompany Receivables
     Account or Current Account be paid to it to be applied by the Security
     Holder at such times as it thinks fits in accordance with clause 9.

5    FURTHER ASSURANCE AND POWER OF ATTORNEY

5.1  At the Security Holder's request, the Company will sign, seal, execute,
     deliver and perfect all deeds and instruments and do all such other acts
     and things as the Security Holder or any Receiver appointed hereunder may
     require in order to perfect and enforce this security or to use the powers
     given to each of them in this deed.

5.2  The Company irrevocably appoints the Security Holder, any Directors or
     Managers for the time being of the Security Holder and any Receiver
     appointed hereunder, jointly and each of them severally, to be lawful
     attorneys of the Company. Such appointment gives each attorney power in
     the Company's name and on its behalf and as its agent to carry out the
     purposes set out in this deed. The Company agrees to ratify and confirm
     any instrument, act or thing, which any such attorney may properly execute
     or do.

6    ACTS OF DEFAULT

6.1  The Secured Monies shall become payable and the charges in favour of the
     Security Holder shall immediately become enforceable, without notice or
     demand, by the Security Holder of any of the following events occur:

     (a)  if the Company shall breach any of its obligations under this deed or
          in the Financing Agreements or any other agreement with the Security
          Holder;

     (b)  if the Company shall default in paying any of the Secured Monies as
          and when they become due;

     (c)  if the Company shall fail to give the Security holder such
          information as may reasonably be requested as to the business affairs
          or assets of the Company;

     (d)  if any representation, warranty or undertaking at any time made by
          the Company to the Security Holder is or was incorrect or misleading
          in any respect;


                                       4
<PAGE>


     (e)  if the Company shall dispose or attempt to dispose of its principal
          undertaking or a substantial part of it, without prior written
          approval of the Security Holder;

     (f)  if in relation to the Company:

          (i)  any steps are taken, or negotiations commenced, by the Company
               or by any of its creditors with a view to proposing any kind of
               composition, compromise or arrangement involving the Company and
               any of its creditors including, without 1imitation, a moratorium
               under the Insolvency Act 2000;

          (ii) a petition is presented or an order is made or a resolution is
               passed for the winding up of the Company;

          (iii) the Security Holder receives from any person a notice of
               intention to appoint an Administrator, an Administrator is
               appointed, a petition is presented, an application is made, an
               administration order is sought on the basis of an undertaking to
               present a petition or any other step is taken for the purpose of
               the appointment of the Administrator or the Security Holder
               believes that any such petition, application or other step is
               imminent or an administration order is made in relation to the
               Company;

          (iv) the Company requests the Security Holder to appoint an
               Administrator or a Receiver;

          (v)  a meeting of creditors be called for winding up the Company or
               for any other purpose referred to in the Insolvency Act 1986;

          (vi) if a statutory demand under the Insolvency Act 1986 shall be
               served;

     (g)  an encumbrancer shall take possession or if a Receiver or Manager or
          Administrative Receiver be appointed over or of the undertaking or
          property of the Company or any part therefor;

     (h)  if the Company shall enter into any informal arrangement or
          composition with or for the benefit of general body of creditors;

     (i)  if the Company shall be unable to pay its debts as they become due;

     (j)  if the Company shall be deemed insolvent under the Insolvency Act
          1986;

     (k)  if the Company shall cease or threaten to cease to carry on its
          business;

     (l)  if the Company shall default under any of the following:

          (i)  a trust deed;

          (ii) a loan agreement in respect of amount in excess of Euro100,000
               or the equivalent in any other currency;

          (iii) a debenture;


                                       5
<PAGE>


          (iv) any other agreement or obligation relating to borrowing or
               financing in respect of amount in excess of Euro100,000 or the
               equivalent in any other currency (including all liabilities in
               respect of accepting endorsing or discounting any notes or bills
               and all liabilities under debt purchase, factoring, invoice
               discounting and similar agreement);

          (v)  any guarantees or indemnity

     (m)  if any borrowing or any other money payable by the Company in respect
          of amount in excess of Eurol00,000 or the equivalent in any other
          currency:

          (i)  becomes payable or is capable of being declared payable prior to
               its stated date of maturity; or

          (ii) is not paid when due;

     (n)  if any ether third party security created by the Company becomes
          enforceable;

     (o)  if the Company shall, without prior written consent of the Security
          Holder, change the nature of its business or the nature or the mode
          of conduct of its trading in any respect which the Security Holder
          considers prejudicial to this security,

7    RECOVERY OF INTERCOMPANY RECEIVABLES

     After the Enforcement Date, the Security Holder and/or any Receiver
     appointed pursuant to this Deed is hereby irrevocably empowered to receive
     the Intercompany Receivables and on payment to give an effective discharge
     for them and on non-payment to take all stops and proceedings either in
     the name of the Company or in the name of the Security Holder for the
     recovery of them. The Security holder and any Receiver shall have no
     liability or responsibility to the Company arising out of the exercise or
     non-exercise of such rights and shall not be obliged to make any enquiry
     as to the sufficiency of sums received in respect of the Intercompany
     Receivables or to make any claims or take any other action to collect or
     enforce the same.

8    APPOINTMENT OF ADMINISTRATOR

     At any time on or after the Enforcement Date the Security Holder may
     approve an Administrator of the Company for the purposes and on the terms
     contained in Schedule B1 Insolvency Act 1986.

9    APPOINTMENT OF RECEIVER AND HIS POWERS

9.1  At any time after the Enforcement Date or after any other event as a
     result of which this security shall become enforceable then the Security
     Holder may appoint any person to be Receiver or Manager (both of whom in
     this deed are called "the Receiver") not being the whole or substantially
     the whole of the Company's property and assets within the meaning of s.29
     of the Insolvency Act 1986, as the Security Holder may specify
     ("Receivership Assets"). The Security Holder may (to the extent it is
     permitted by law) remove any such


                                       6
<PAGE>


     Receiver. In case of the removal, retirement or death of any such
     Receiver, the Security Holder may appoint another in his place. At the
     time of his appointment (or at any time afterwards) the Security Holder
     may fix the remuneration of the receiver on such basis as the Security
     Holder shall determine. This may include a fixed fee or an hourly rate or
     a commission.

9.2  The Security Holder may appoint more than one person to act as the
     Receiver. Where more than one person shall be appointed to act as
     Receiver, those so appointed shall carry out their duties, exercise their
     rights, and be subject to obligations jointly as well as severally.
     References in this deed to "the Receiver" shall be to each or all of them.

9.3  Any appointment, removal or fixing of remuneration of the Receiver shall
     be made in writing and may be signed by any director, officer or the
     Company Secretary of the Security Holder.

9.4  The Receiver shall be the agent of the Company. The Company shall be
     responsible for its acts, defaults and remuneration.

9.5  The Receiver shall, without any consent on the part of the Company, have
     all of the following powers, unless any shall specifically be excluded by
     the terms of his appointment. He may exercise these powers in such way, at
     such time and an such terms as he shall think fit, necessary or expedient.
     His powers shall be:

     (a)  to take possession of, collect and get in the Receivership Assets and
          for that purpose to have possession of all records, correspondence
          and other documents relating to the Receivership Assets;

     (b)  to lease, in the name of the Company or otherwise (whether or not the
          receiver shall have taken possession as set out above), the
          Receivership Assets.

     (c)  to carry or permit the carrying of all or any part of the business of
          the Company;

     (d)  to do all acts which the Company might do for the protection or
          Improvement of the Receivership Assets or for obtaining income or
          returns from it;

     (e)  to borrow any money, which may be needed from time to time for any of
          the purposes of the Receiver's appointment whether in the name of the
          Company or otherwise; for such purpose the Receiver shall have power
          to secure any monies so borrowed by mortgage or charge over the
          Receivership Assets so that such mortgage or charge may rank in
          priority to or pari passu with or after any or all of the charges
          created by this deed;

     (f)  to draw, accept, make and endorse any bill of exchange or promissory
          note in the name and on behalf of the Company:

     (g)  to sell or concur in selling the Receivership Assets including by
          public or private treaty, by tender, for cash or on credit, in one
          lot or in parcels, with or without special conditions or stipulations
          as to title, time or mode of


                                       7
<PAGE>


          payment of purchase money or otherwise and whether forthwith upon his
          appointment or later;

     (h)  to make any payment which is necessary or incidental to the
          performance of his functions;

     (i)  allow the whole or any part of the sale monies of the Receivership
          Assets to remain outstanding on mortgage of the property sold or on
          any other security or even without any security and without being
          responsible for any loss caused and with full power to buy in and
          rescind or vary any contract for sale and to resell without being
          responsible for loss;

     (j)  to execute assurances of the Receivership Assets in the name and on
          behalf of the Company or otherwise and to do all other acts and
          things for completing the sale of the Receivership Assets;

     (k)  to effect and maintain insurances in respect of the business and
          properties of the Company;

     (l)  to sever fixtures belonging to the Company and sell them apart from
          any other part of the property of the Company;

     (m)  to make any arrangement or compromise;

     (n)  to give complete discharges in respect of all monies and other assets
          which may come into the hands of the Receiver in exercise of his
          powers;

     (o)  to establish subsidiaries of the Company and transfer to
          subsidiaries of the Company the whole or any part of the business or
          Receivership Assets;

     (p)  to carry out and enforce specific performance of or otherwise obtain
          the benefit of all contracts entered into or held by the Company or
          entered into in exercise of the powers or authorities conferred by
          this deed;

     (q)  to make, or require the Directors of the Company to make, such calls
          upon the shareholders of the Company in respect of any capital of the
          Company;

     (r)  to enforce payment of any call so made by action (in the name of the
          Company or the Receiver) or in any other way;

     (s)  to exercise all or any of the powers and authorities conferred on the
          Receiver under the provisions of the Law of Property Act 1925
          (without the restrictions contained in section 103 of that Act)
          without any further consent by or notice to the Company.

     (t)  to do all acts and execute in the name and on behalf of the Company,
          any deed, receipt or other document;

     (u)  to do all things necessary to make sure that the Company performs or
          observes any of the covenants which the Company has given in this
          deed;


                                       8
<PAGE>


     (v)  to do all such other acts and things without limitation, as the
          Receiver may consider to be incidental or conducive to any of the
          matters or powers set out above and which he lawfully may or can do
          and to use the name of the Company for all such purposes;

     (w)  to appoint any agent to do any business which the Receiver is unable
          to do or which any more convenient be due by an agent and to delegate
          to any person for such time or times as the Security Holder shall
          approve any of the powers conferred upon the Receiver (and employ and
          dismiss employees);

     (x)  to have access to and make use of the premises, plant, equipment and
          accounting and other records of the Company and the services of its
          staff for all or any of the aforesaid purposes;

     (y)  to take proceedings at law or in equity or in bankruptcy in the name
          of the Company or otherwise for all or any of the purposes set out
          above and to refer to arbitration any question affecting the Company;

     (z)  to employ managers, solicitors, officers. agents, auctioneers,
          workmen and servants for all or any of the purposes set out above at
          such salaries or remuneration and on such other terms of service as
          the Receiver in his absolute discretion may think fit;

9.6  The power of appointing a Receiver may be exercised by the Security Holder
     even after an order has been made or a resolution has been passed for the
     winding up of the Company; the provisions of clauses 9.1 to 9.5 shall
     apply to any such appointment and:

     (a)  every Receiver so appointed shall be the agent of the Company. Such
          Receiver may exercise all or any (so far as is permitted by law) of
          the powers expressed to be conferred on a Receiver appointed under
          this clause or so many of such powers as are still subsisting and
          capable of being exercised, subject only to any limitation contained
          in the terms of his appointment;

     (b)  the Security Holder may at any time give up possession of any part of
          the Receivership Assets and/or withdraw from the Receivership.

9.7  Whether or not a Receiver shall be appointed under this deed, the Security
     Holder may at any time after this security shall have become enforceable
     and without giving notice, exercise all or any of the powers, authorities
     and discretions conferred on a Receiver as set out above.

10   APPLICATION OF MONIES

10.1 Subject only to the claims of any of the Company's creditors ranking in
     priority to this security, all monies received by the Security Holder or
     by the Receiver under or by virtue of this deed shall be applied in the
     following order:

     (a)  payment of all costs, charges and expenses incurred in or incidental
          to the exercise or performance or attempted exercise or performance
          of any of the powers or authorities conferred by this deed or in any
          other way connected with this security; and then


                                       9
<PAGE>


     (b)  payment of such other outgoings as the receiver or the Security
          Holder shall think fit to pay; and then

     (c)  payment to the receiver of his remuneration fixed in accordance with
          the provisions of clause 9.1 of this deed; and then

     (d)  payment to the Security Holder of those amounts of secured monies due
          to the Security Holder; and then

     (e)  payment to the Company of the surplus; however such surplus shall not
          carry interest; the Receiver or the Security Holder may pay the same
          for the credit of any of the Company's bank accounts including an
          account opened specifically for such purpose and then the Security
          Holder shall have no further liability for such surplus.

10.2 Monies received by the Security Holder from any source following the
     enforcement of their security, may be applied by the Security Holder
     either as a whole or in such proportion as the Security Holder shall think
     fit to any item comprising the Secured Monies.

11   EXONERATION OF THIRD PARTIES

11.1 Any person paying or handing over monies to the Receiver and obtaining a
     discharge shall be exonerated from any liability to see to their correct
     application.

11.2 No person dealing with the Security Holder, or its agents or with the
     Receiver need enquire:

     (a)  whether any event has happened giving either the Security Holder or
          the receiver the right to exercise any of the powers contained in
          this deed;

     (b)  as to the priority or regularity of any act purporting or intending
          to be an exercise of such powers;

     (c)  as to the validity or regularity of the appointment of any Receiver
          purporting to act or to have been appointed as such; or

     (d)  whether any money remains owing upon this security.

     No person dealing with the Security Holder or its agents or with the
     Receiver shall be affected by express notice that any act is unnecessary or
     improper.

12   ADDITIONAL POWERS OF SECURITY HOLDER

     At any time after the Enforcement Date or if requested by the Company, the
     Security Holder may, without further notice and without the restrictions
     contained in Section 103 of the Law of Property Act 1925, and whether or
     not a Receiver has been appointed, exercise all the powers of morgtagees
     granted by the Law or Property Act 1925 as varied or extended by this
     deed.

13   ADDITIONAL OBLIGATIONS OF THE COMPANY

13.1 The Company agrees that, at all times during the continuance of this
     security, it:


                                      10
<PAGE>


     (a)  will carry on the Company's business in a proper and efficient
          manner;

     (b)  will maintain proper and up to date books of account of its business;
          such books of account and all other documents relating to the affairs
          of the Company shall be kept at the Company's Registered Office or
          other place where the same ought to be kept;

     (c)  will punctually pay all its debts and liabilities becoming due and
          payable and which would, on the winding up of the Company, have
          priority over the charges created by this deed;

     (d)  will keep and maintain its property and assets in good and
          substantial repair and condition and will insure and keep insured all
          of its property and assets and undertaking of an insurable nature
          against loss or damage by fire and other risks usually insured
          against and such other risks that the Security Holder shall
          reasonably require to its full insurable value with insurers approved
          by the Security Holder;

     (e)  will cause all the Company's insurance policies to be endorsed with
          notice of the interest of the Security Holder and shall produce to
          the Security Holder the receipts for the current premiums within
          fifteen days after their becoming due; failing such production the
          Security Holder may at the expense of the Company effect or renew any
          such insurance as the Security Holder shall think fit;

     (f)  will ensure that all monies which may at any time be received under
          any insurance upon the Company's property and assets and undertaking
          shall, subject to (i) the claims of the Company's creditors ranking
          in priority to this security and (ii) any contrary requirements in
          this deed, be used to reduce the Secured Monies;

     (g)  will comply with the provisions of all present and future laws,
          statutes and directives and any regulation, notice, order or
          direction (including those issued by any governmental, municipal or
          other regulatory authority) made under any of the foregoing which
          relate to any of the Company's property, assets and undertaking.

14   CONTINUING AND ADDITIONAL SECURITY

14.1 This security is a continuing security.  It shall apply to all the Secured
     Monies despite any interim settlement of account until a final discharge
     of this security shall be given by the Security Holder to the Company.

14.2 This security is in addition to and shall not merge or otherwise prejudice
     or affect any other right or remedy of the Security Holder or any
     assignment, bill, note, guarantee, mortgage, or other security now or
     afterwards held by or available to the Security Holder. This security
     shall not in any way be prejudiced or affected by any such guarantee,
     mortgage or other security or by the invalidity thereof or by the Security
     Holder now or afterwards dealing with, exchanging, releasing, modifying or
     abstaining from perfecting or enforcing any of the same or any rights
     which it may now or afterwards have or giving time for payment or
     indulgence or compounding with any other persons. The charges hereby
     created are in addition to any existing charges in favour of the Security
     Holder and to any other securities field by or on behalf of the Security
     Holder.


                                      11
<PAGE>


15   DISCHARGE

     Upon payment of all Secured Monies and of all costs, charges and expenses
     incurred by the Security Holder under or in relation to this deed, the
     Security Holder shall at the request and cost of the Company duly
     discharge this security and any further security given in accordance with
     it terms. The Security Holder will also transfer to the Company any of the
     property and assets of the Company which have been mortgaged, assigned or
     transferred to the Security Holder.

16   NOTICE

16.1 Any notice to or demand upon the Company under this deed shall be deemed
     to have been properly served upon the Company by personally handing it to
     one of the Directors or the Secretary of the Company or if the same shall
     be delivered or sent by letter post to the Company at its registered
     office or at any of the principal places of business of the Company.

16.2 A notice or demand sent by first class letter post shall, if the same
     shall have been posted before the last scheduled collection of letters
     from the letter box in which the same is posted on any day, be treated as
     being served upon the Company at 10.00am on the next succeeding day (or if
     the next succeeding day be a Saturday, Sunday or any day upon which no
     delivery of letters is made then at 10.00am on the next day on which
     letters are delivered). Any such notice or demand or any certificate as to
     the amount of the Secured Monies shall, in the absence of manifest error,
     be conclusive and binding upon the Company if signed by a Director or the
     Company Secretary of the Security Holder.

17   JURISDICTION

     This deed shall be interpreted and shall be governed by the laws of
     England. The Company will accept the non-exclusive jurisdiction of the
     English Courts in connections with any matter arising under this deed.

18   CERTIFICATE OF AUTHORISATION

     The Company certifies that the execution of this deed has been duly
     authorised by a resolution of the Company's Board of Directors and that it
     does not break any of the provisions of the Company's Memorandum and
     Articles of Association or of any other charge, security or agreement
     entered into prior to the date of this deed or the laws of any
     jurisdiction.

19   ANNEX OF DEFINITIONS AND INTERPRETATION

19.1 In this deed references to "the Company" shall include its successors and
     assigns.

19.2 In this deed references to "the Security Holder" shall include its
     successors and assigns.

19.3 In this deed the following words shall have the meaning set out after each
     of them:

     (a)  "Act of Default" means in relation to the Company any event set out
          in clause 6.1.


                                      12
<PAGE>


     (b)  "Cash at Bank" means all or any deposits, credit balances and other
          sums with any financial institution and the accounts in respect of
          the same (but excluding the Intercompany Receivables Account and the
          Current Account).

     (c)  "Cisco" means Cisco International Systems, B.V.

     (d)  "Cisco Products" means the products sold to the Company in accordance
          with the terms and conditions of the Two Tier Non-Exclusive Cisco
          Distribution Partner Agreement dated as of 10 October 2003 by and
          between Cisco Systems International B.V., and Westcon Group, Inc. and
          its Cisco approved subsidiaries.

     (e)  "Current Account" means any account of the Company maintained with
          the Security Account Bank [which from time to time may receive
          payments] from the Intercompany Receivables, such payment being at
          the sole direction and discretion of the Security Holder.

     (f)  "Enforcement Date" means the date on which the Security Holder
          demands payment or discharge of the Secured Monies or is entitled to
          enforce its security under this Debenture because one or more Acts of
          Default have occurred;

     (g)  "Financing Agreements" means the agreements details of which are set
          out in Schedule 2 and any amendments or alterations to them and any
          replacement of it which may be agreed between the parties.

     (h)  "Fixed Charge Assets" means the assets of the Company described in
          clause 2.1(a), (b) and (c) inclusive.

     (i)  "Intercompany Receivables" means all book debts and other monetary
          debts and claims and the benefit of all rights and remedies relating
          thereto, all present and future things in action which give rise or
          may give rise to a debt or debts and all present and future benefits
          in respect of all policies of insurance or assurance of the Company
          which relate to the sale of Cisco Products which are due and payable
          to the Company by, without limitation, any of the companies' details
          of which are set out in Schedule 6 pursuant to sub-sales of goods
          under the Financing Agreements.

     (j)  "Intercompany Receivables Account" means the account at the Security
          Account Bank a/c no 57470912 or such other account as the Security
          Holder may from time to time specify,

     (k)  "Related Rights" shall have the same meaning as in the Financing
          Agreements.

     (l)  "Security Account Bank" means HSBC Bank plc and/or such other bank as
          approved as the Security Account Bank by the Security Holder in
          writing.

     (m)  "The Secured Monies" means all the monies which now or at any time in
          future may be owing due and/or payable (but remaining unpaid) by the


                                      13
<PAGE>


          Company to the Security Holder in any manner and for any reason on
          any Account:

          (i)  all monies due or payable by virtue of any guarantee or
               indemnity given by the Company to the Security Holder;

          (ii) all monies due or payable under the Financing Agreements;

          (iii)any indebtedness now or hereafter to be incurred by the
               Security Holder for or at the request of the Company, including:

               (A)  all monies which the Security Holder shall pay or become
                    liable to pay to or for or in account of the Company;

               (B)  all monies which the Security Holder shall pay or become
                    liable to pay for or on account of any other person or
                    company at the request or order of the Company or under its
                    authority, either alone or jointly with any other person
                    and whether by any of the following:

                    (I)  direct advances; or

                    (II) the Security Holder drawing, accepting, endorsing,
                         paying or discounting any:

                         o    order,

                         o    draft,

                         o    cheque,

                         o    promissory note, (whether or pot matured)

                         o    bill of exchange, (whether or not matured)

                         o    other engagement; or

                    (III) entering into any:

                         o    bond,

                         o    guarantee,

                         o    indemnity,

                         o    letters of credit,

                         o    confirming orders; or

               (C)  otherwise accepting any other liability for or on behalf of
                    the Company;

          (iv) all stamp and other duties incurred by the Security Holder in
               such indebtedness, obligations or assignments;

          (v)  all costs charges and expenses incurred by the Security Holder
               following default in payment of any such monies or of breach by
               the Company of any provisions of this deed;


                                      14
<PAGE>


          (vi) the charges of surveyors and/or solicitors instructed by the
               Security Holder in connection with any part of any relevant
               property of the Company secured by this deed:

          (vii)all costs and charges and expenses which the Security Holder
               may from time to time incur in:

               (A)  stamping, perfecting, registering or enforcing this
                    security; or

               (B)  the negotiations for the preparation and execution of this
                    deed, the Financing Agreements and or any priority
                    arrangements or waiver, in respect of the Intercompany
                    Receivables; or

               (C)  in obtaining payment or discharge of Secured Monies; or

               (D)  in paying any rent, rates, taxes or outgoings for any
                    relevant property of the Company secured by this deed; or

               (E)  insuring, repairing, maintaining, managing or realising any
                    part of any relevant property of the Company secured by
                    this deed; or

               (F)  recovery of all monies and liabilities now or hereafter
                    paid or incurred by the Security Holder on behalf of the
                    Company; or

               (G)  In giving discharge for this security

               to the intent that the Security Holder shall be afforded a full
               complete and unlimited indemnity against all costs, charges and
               expenses paid or incurred by it and whether arising directly or
               indirectly in respect of this security or of any security held
               by the Security Holder for the Secured Monies:

     (n)  all monies which the Security Holder shall be at liberty to debit or
          charge to the Company or to the account of the Company, whether under
          this deed or under any other agreement or obligation entered into by
          the Company with the Security Holder;

     (o)  Interest on all monies due and owing to the Security Holder at such
          rate as may from time to time be payable pursuant to any agreement or
          arrangement relating thereto,

19.4 In the construction and interpretation of this deed:

     (a)  the singular shall include the plural and vice versa; reference to
          one gender shall include a reference to all other genders;

     (b)  references to persons shall be treated as including individuals,
          firms, partnerships, corporations, and any other entity recognised by
          law;


                                      15
<PAGE>


     (c)  references to any Act of Parliament shall be treated as including
          each Act as amended, modified or re-enacted from time to time and all
          rules, regulations, orders and subordinate legislation made in
          accordance with it;

     (d)  where the Company is obliged to carry out an act then it shall be
          fully responsible for the costs and expenses of doing so;

     (e)  each of the provisions of this deed shall be severable and distinct
          from one another;

     (f)  if any provision of this deed shall to any extent be invalid, illegal
          or unenforceable then the remainder of this deed shall not be
          affected or impaired;

     (g)  headings to clauses are for reference only and shall not affect the
          interpretation of this deed;

     (h)  the meaning of general words introduced by the word "other" shall not
          be limited by reference to any proceeding word or enumeration
          indicating a particular class of acts, matters or things.

IN WITNESS whereof the parties have executed this deed on the date shown on
page one.


                                      16
<PAGE>


                                   SCHEDULE 1


                                  The Company

Westcon Group European Operations Limited a Company registered in England and
Wales with Companies Registry number 04411285 and whose registered office is at
Chandlers House, Wilkinsons Road Cirencester, Gloucester GL7 1YT.


                                      17
<PAGE>


                                  SCHEDULE 2


                           The Financing Agreements

1    The Supplier Agreement dated 23 December, 1997 between (1) Comstor Limited
     (formerly RBR Networks Limited and (2) the Security Holder.

2    The Conditional Sale Agreement between (1) Comstor Limited (formerly RBR
     Networks Limited) and (2) the Security Holder dated 23 December 1997, (as
     amended) (as novated pursuant to 3 below).

3    Deed of Novation between (1) Comstor Limited (2) the Company and (3) the
     Security Holder dated 10 October 2003.

4    Master Agreement for the Purchase of Goods Subject to an Extended
     Reservation of Title dated May 3, 2000, as amended from time to time;
     Master Supplier Agreement dated 14 July 1999; and Master Factoring
     Agreement dated 14 July 1999, in each case between to Comstor Networks
     GmbH (formerly RBR Networks GmbH) and the Security Holder,

5    Any other financing agreements between the Company and the Security Holder
     or between any subsidiary of the Company and the Security Holder or
     between any subsidiary of the Company and the Security Holder.


                                      18
<PAGE>


                                  SCHEDULE 3


                Encumbrances to which this security is subject


                                      19
<PAGE>


                                  SCHEDULE 4


                 Account to which payments are to be credited

1    The Intercompany Receivables Account to which payment of Intercompany
     Receivables are to be credited:

Bank Name       HSBC Bank plc

Bank Address    High Street
                Slough SLI 1JF

Sort Code       40-42-08

Account Number  57470912

Account Name    Westcon Group European Operations Limited


                                      20
<PAGE>


                                  SCHEDULE 5


                                    Part 1

                Form of notice of charge of a Security Account

To: [Security Account Bank]

                                                                         [date]

Dear Sirs

We refer to the account[s] numbered [o    ] in our name maintained with you
("the Account[s]").

We hereby give notice that, by a Deed of Charge dated 10 October 2003, we
charged (by way of a fixed charge) to GE Commercial Distribution Finance Europe
Limited ("the Security Holder") the Account[s] and all monies (including
interest) at any time standing to the credit of the Account[s] ("the Credit
Balance").

We hereby irrevocably and unconditionally instruct and authorise you, without
any reference to or further authority from us, to;

1    disclose to the Security Holder such information relating to the
     Account[s] as the Security Holder may, at any time and from time to time,
     request you to disclose to it;

2    hold the Credit Balance to the order of the Security Holder;

3    pay or release all or any of the Credit Balance in accordance with any
     written instructions from time to time given to you by the Security
     Holder;

4    comply with the terms of any written notice or instructions which you may
     at any time and from time to time receive from the Security Holder in
     respect of the Account[s] or the Credit Balance; and

5    pay all monies you receive for our account to the credit of the Account[s]
     only.

The instructions and authorisation contained in this letter shall remain in
full force and Effect until the Security Holder gives you written notice
revoking them.

Please note that we are not permitted to withdraw any amount from the
Account[s] without the prior written consent of the Security Holder.

This letter is governed by English law.

Would you please acknowledge your receipt of this letter and your acceptance of
the instructions and authorisations contained in it by completing the enclosed
acknowledgement and returning it to [Insert Security Holder's details].


Yours faithfully



-------------------------------------------
Authorised Signatory
Westcon Group European Operations Limited


                                      21
<PAGE>


                                    Part 2


              Form of acknowledgement of a Security Account Bank

To:       [o       ]
          [insert address]
          ("the Security Holder")
          For the attention of [o     ]

                                                                         [date]

We confirm receipt from Westcon Group European Operations Limited ("the
Chargor") of a letter dated [o   ], containing notice ("the Notice") of a charge
upon the terms of a Deed of Charge of the Chargor's account[s] numbered [o   ]
maintained with us ("the Account[s]") and of all monies (including interest) at
any time standing to the credit of the Account[s] ("the Credit Balance").

We acknowledge and confirm that:

1    we accept the instructions and authorisations contained in the Notice;

2    we have not received notice of the interest of any third party (other than
     yours) on the Account[s] or Credit Balance;

3    we have not made or exercised and we will not make or exercise any claims,
     demands, rights of counterclaim, rights of set-off or any other rights
     against the Chargor in respect of the Account[s] or the Credit Balance
     without your prior written consent;

4    we will not permit any transfers or withdrawals to be made from the
     Account[s] without your prior written authority; and

5    if we become aware that any person other than you has or will have any
     right or interest in, or has made or will be making a claim or demand
     against, the Account[s] or the Credit Balance we will notify you in
     writing giving details of the same.

This letter is governed by English law.


Yours faithfully



-------------------------------------
(Authorised Signatory)
[Security Account Bank]


                                      22
<PAGE>


                     [This page intentionally left blank.]


                                      24
<PAGE>


                                  SCHEDULE 6


                                Comstor Limited

                             Comstor Networks GmbH


                                      25
<PAGE>


Executed and delivered as a deed by   )
WESTCON GROUP EUROPEAN                )
OPERAT1ONS LIMITED                    )
                                      )
acting by* Alan Marc Smith            )        /s/ Alan Smith
          -------------------------   )       ------------------------------
             (Director)               )       Signature of Director
                                      )
                                      )
and *  Annamaria Porcaro              )        /s/ Annamaria Porcaro
     ------------------------------   )       ------------------------------
     (** Company Assistant Secretary) )       Signature of **Director/
                                                Company Assistant Secretary


THE SECURITY HOLDER


Executed and delivered as a deed      )
on behalf of GE COMMERCIAL            )
DISTRIBUTION FINANCE EUROPE LIMITED   )
                                      )
acting by* Stevan Searchings          )
          -------------------------   )       ------------------------------
          (Director's Full Names)     )        Signature of Director
                                      )

Key   *    =   Insert full names
      **   =   delete as applicable


                                      26